UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: (Date of Earliest Event Reported): December 17, 2025
THE ARENA GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| delaware | 001-12471 | 68-0232575 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 VESEY STREET, 24TH FLOOR NEW YORK, new york | 10281 | |
| (Address of principal executive offices) | (Zip code) |
212-321-5002
(Registrant’s telephone number including area code)
(Former name or former address if changed since last report)
Securities registered pursuant in Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | AREN | NYSE American |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 17, 2025, The Arena Group Holdings, Inc. (the “Company”) held its Annual Meeting for the purposes of (i) electing three directors named in the Company’s Proxy Statement and (ii) ratifying the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results of the stockholder vote are set forth below.
Proposal No. 1 – Election of Directors
| Name of Company Nominee | Number of Votes Voted For | Number of Votes Withheld | Number of Broker Non-Votes | |||
| H. Hunt Allred | 31,651,423 | 231,378 | 5,180,308 | |||
| Cavitt Randall | 31,585,984 | 296,817 | 5,180,308 | |||
| Lynn Petersmarck | 31,683,980 | 198,821 | 5,180,308 | |||
Proposal 2 – Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||
| 36,814,193 | 222,898 | 26,018 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ARENA GROUP HOLDINGS, INC. | ||
| Dated: December 18, 2025 | ||
| By: | /s/ Paul Edmondson | |
| Name: | Paul Edmondson | |
| Title: | Chief Executive Officer | |